FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RPX Corp [ RPXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/19/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/19/2018 | U | 24,757 | D | (1) | 0 | D | |||
Common Stock | 06/19/2018 | U | 1,700 | D | (1) | 0 | I | See Footnote(2) | ||
Common Stock | 06/19/2018 | U | 500 | D | (1) | 0 | I | See Footnote(3) | ||
Common Stock | 06/19/2018 | U | 200 | D | (1) | 0 | I | See Footnote(4) | ||
Common Stock | 06/19/2018 | U | 500 | D | (1) | 0 | I | See Footnote(5) | ||
Common Stock | 06/19/2018 | U | 200 | D | (1) | 0 | I | See Footnote(6) | ||
Common Stock | 06/19/2018 | U | 500 | D | (1) | 0 | I | See Footnote(7) | ||
Common Stock | 06/19/2018 | U | 200 | D | (1) | 0 | I | See Footnote(8) | ||
Common Stock | 06/19/2018 | U | 200 | D | (1) | 0 | I | See Footnote(9) | ||
Common Stock | 06/19/2018 | U | 200 | D | (1) | 0 | I | See Footnote(10) | ||
Common Stock | 06/19/2018 | U | 200 | D | (1) | 0 | I | See Footnote(11) | ||
Common Stock | 06/19/2018 | U | 35,236 | D | (1) | 0 | I | See Footnote(12) | ||
Common Stock | 06/19/2018 | U | 1,700 | D | (1) | 0 | I | See Footnote(13) | ||
Common Stock | 06/19/2018 | U | 1,700 | D | (1) | 0 | I | See Footnote(14) | ||
Common Stock | 06/19/2018 | U | 5,500 | D | (1) | 0 | I | See Footnote(15) | ||
Common Stock | 06/19/2018 | U | 4,600 | D | (1) | 0 | I | See Footnote(16) | ||
Common Stock | 06/19/2018 | U | 6,100 | D | (1) | 0 | I | See Footnote(17) | ||
Common Stock | 06/19/2018 | U | 11,300 | D | (1) | 0 | I | See Footnote(18) | ||
Common Stock | 06/19/2018 | U | 2,400 | D | (1) | 0 | I | See Footnote(19) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $9.85 | 06/19/2018 | D | 60,000 | (20) | 01/30/2021 | Common Stock | 60,000 | (21) | 0 | D | ||||
Stock Option (Right to Buy) | $15.25 | 06/19/2018 | D | 7,500 | (20) | 06/18/2022 | Common Stock | 7,500 | (21) | 0 | D |
Explanation of Responses: |
1. Issuer entered into an Agreement and Plan of Merger, dated April 30, 2018 (the "Merger Agreement"), by and among the Issuer, Riptide Parent, LLC ("Parent"), and Riptide Purchaser, Inc., a wholly owned subsidiary of Parent ("Purchaser"). Parent and Purchaser are beneficially owned by affiliates of HGGC, LLC. Pursuant to the Merger Agreement and the tender offer commenced in connection therewith, each share of Issuer common stock held by the Reporting Person was tendered for $10.50 per share in cash (the "Offer Price"), without interest and subject to any required withholding of taxes. Pursuant to the Merger Agreement, on June 19, 2018, Purchaser was merged with and into the Issuer (the "Merger"), with the Issuer being the surviving corporation and becoming a wholly owned subsidiary of Parent. |
2. Shares held by Merlin Investments LLC. Mr. Shelby disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
3. Shares held by Mason Bonnie Descendants Trust I. |
4. Shares held by Mason Bonnie Descendants Trust II. |
5. Shares held by Virginia Ayer Bonnie Descendants Trust I. |
6. Shares held by Virginia Ayer Bonnie Descendants Trust II. |
7. Shares held by Henry Bonnie Descendants Trust I. |
8. Shares held by Henry Bonnie Descendants Trust II. |
9. Shares held by GST Exempt Descendants Trust II FBO Mason Bonnie. |
10. Shares held by GST Exempt Descendants Trust II FBO Virginia Bonnie. |
11. Shares held by GST Exempt Descendants Trust II FBO Henry Bonnie. |
12. Shares held by MHV Partners LLC. |
13. Shares held by Cornelia Bonnie Revocable Trust, of which reporting person is a beneficiary. |
14. Shares held by Edward Bonnie Revocable Trust, of which reporting person is a beneficiary. |
15. Shares held by Shelby Bonnie Trust DTD 12/20/1968, of which reporting person is a beneficiary. |
16. Shares held by Shelby Bonnie Trust DTD 3/27/1959, of which reporting person is a beneficiary. |
17. Shares held by Shelby Bonnie Trust DTD 10/20/1964, of which reporting person is a beneficiary. |
18. Shares held by Cornelia Bonnie Trust DTD 11/10/1970, of which reporting person is a beneficiary. |
19. Shares held by Edward Bonnie Trust DTD 8/15/1966, of which reporting person is a co-trustee and beneficiary. |
20. The outstanding stock options subject to the grant are fully vested and exercisable. |
21. Upon or in connection with the Merger, this option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of the Offer Price over the applicable per-share exercise price of such cancelled option, multiplied by (ii) the total number of shares of Issuer's common stock underlying such option, less any required withholding taxes, provided, that, if the per-share exercise price of any such option was equal to or greater than the Offer Price, such option was cancelled for no consideration. |
Remarks: |
Martin Roberts, Attorney-in-Fact for Shelby W. Bonnie | 06/19/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |